Exhibit 10.1



 





EXHIBIT 10.1




CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE




     THIS CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE (hereinafter
“Agreement”) is made and entered into by and between Harry Davoody (hereinafter
“Davoody”) on the one hand, and Mindspeed Technologies, Inc. (hereinafter
referred to as “Mindspeed”), on the other hand, as a result of the combination
of Mindspeed’s Multi-Service Access and Business Internetworking business units
into a single business unit.



RECITALS



1. Davoody represents to Mindspeed that he is signing this Agreement
voluntarily and with a full understanding of, and agreement with, all of its
terms, for the purpose of settling in full any and all claims he has against
Mindspeed.



2. Davoody represents, understands and agrees that he is subject to the
Employment Agreement regarding the Company’s Proprietary Information, which he
executed in connection with his employment with Mindspeed, and that the
provisions which survive his employment are enforceable and remain in full
force and effect. Davoody represents, as a material inducement to Mindspeed to
enter into this Agreement, that he has not and will not disclose, use or
misappropriate any confidential, proprietary or trade secret information of
Mindspeed to the press, customers, analysts, investors, or competitors
including but not limited to ***. This representation includes but is not
limited to product roadmaps, customer lists, design wins, and employee lists.
Mindspeed acknowledges that Davoody’s employment with one of these companies,
in and of itself, will not constitute disclosure. Davoody further represents
that he has fulfilled his ethical, legal and professional responsibilities to
Mindspeed, that he has not at any time known or been complicit in any corporate
or individual action taken in anything other than the best interest of
Mindspeed shareholders, and that he is not aware of any material liabilities,
obligations, or noncompliance with legal requirements (including, but not
limited to, noncompliance with the Sarbanes-Oxley Act or any applicable
financial reporting or securities regulations), that he has not, as of the date
of this Agreement, brought to the attention of Mindspeed. Davoody further
agrees to cooperate fully in the transition of matters under his responsibility
for the next 80 days, and to make himself reasonably available either in person
or by telephone to answer questions or assist in such transitions.



3. Davoody agrees not to solicit or assist any other company or person in
soliciting any Mindspeed employee to leave COMPANY and join another company for
a period of eighteen (18) months after Davoody’s Termination Date, January 31,
2006, as referenced in paragraph 6 of this Agreement.



*** Certain confidential portions of this Exhibit have been omitted pursuant
to a request for confidential treatment. Omitted portions have been filed
separately with the Securities and Exchange Commission.




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4. During the period of the salary continuation and unpaid leave of absence
running through January 31, 2006, as described in paragraph 6 below, Davoody
agrees not to work directly in a division or unit of one of the following
companies directly competing with Mindspeed in the Voice-over IP semiconductor
product area: ***. Davoody can join one of these Voice-over IP competitor
companies in parts of their operations that do not directly involve Voice-over
IP markets and technologies, including a Chief Executive Officer, Chief
Operating Officer, or “Group” executive role with responsibility for multiple
business units, provided that the terms of paragraph 2 above are fully honored.



5. Mindspeed accepts Davoody’s decision to leave the company in light of the
combination of Mindspeed’s Multi-Service Access and Business Internetworking
business units into a single business unit. Mindspeed and Davoody mutually
agree to effect a thoughtful and professional business transition. In reliance
on Mindspeed’s representations and releases in this Agreement, Davoody agrees
to provide short-term assistance to Mindspeed by working in the position of
Senior Vice President, Analog Product Strategy where he will work with
Mindspeed executives, and other staff as necessary, on next generation product
line strategy for Mindspeed’s family of High Performance Analog components.
This assignment will begin on June 9, 2004 and is expected to run through
September 30, 2004. Should this assignment end prior to September 30, 2004,
the balance of the time through September 30, 2004 will be treated as severance
pay and added to the provisions of paragraph 6 below.



6. In reliance on Davoody’s representations and releases in this Agreement,
Mindspeed will provide Davoody with severance pay at Davoody’s current salary
level of $5,769.231 per week for ten months beginning on September 30, 2004,
paid according to the company’s bi-weekly payroll schedule. Payments to Davoody
will continue through July 30, 2005, when Davoody’s last check for the
remaining balance due on the severance pay will be paid along with all accrued,
unused vacation. Davoody will receive credit for an additional 80 hours of
vacation on September 30, 2004. During the period of continued severance
payments, Davoody’s medical, dental, vision, life insurance, and financial
planning coverage will continue. Davoody will be able to complete his
participation in the current ESPP purchase period, if enrolled, but will not be
able to enroll in any additional purchase periods. Participation in
Mindspeed’s Long Term Disability Insurance coverage ends on September 30, 2004.
Davoody will retain use of the apartment leased by Mindspeed for his use
through September 30, 2004. Davoody is to leave the keys to the apartment with
Brad Yates on or before September 30, 2004. Mindspeed will transfer title to
the automobile purchased by Mindspeed for Davoody’s use on or before September
30, 2004. Mindspeed will also pay for the costs, if any, associated with
terminating Davoody’s apartment
rental agreement, the shipment of his personal
goods back to his home in Dallas, Texas or, alternatively, a North American
based location of his next employer, and temporary self-storage of relocated
goods up to a maximum of $500. Mindspeed will also pay for coach airfare for
Davoody and his spouse from Orange County, California to Dallas, Texas or
alternatively, a North American based location of his next employer. All 2004
year-to-date relocation expenses, as of September 30, 2004, including expenses
for Davoody’s apartment



*** Certain confidential portions of this Exhibit have been omitted pursuant
to a request for confidential treatment. Omitted portions have been filed
separately with the Securities and Exchange Commission.




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rental and transfer of car title, other than department of motor vehicles
registration fees, title fees, and sales taxes, if any, will be fully grossed
up for tax purposes. Mindspeed agrees to forgive the unearned portion of
Davoody’s sign-on bonus and any relocation payments Davoody has incurred as of
September 30, 2004, pursuant to his offer of employment from Mindspeed, dated
December 12, 2002. Following the conclusion of the severance payments, Davoody
will be placed on unpaid leave through January 31, 2006, during which time he
will not accrue further pay, vacation or other compensation. During the period
on unpaid leave, Davoody’s medical, dental, vision, life insurance, and
financial planning coverage will continue. During Davoody’s leave of absence,
all options grants will continue to vest. Upon the termination of Davoody’s
employment on January 31, 2006 (the Termination Date), all stock options which
have been granted to Davoody under any of Conexant’s or Mindspeed’s stock
option plans and which are not vested as of the Termination Date shall
immediately expire and shall not be exercisable under any circumstances. All
options which vest on or before the Termination Date shall be exercisable under
the terms of the individual grants, and shall expire on such date if they have
not been exercised by such date. Additionally, Mindspeed will provide Davoody
with outplacement assistance at Mindspeed’s expense through Right Management
Consultants, at a Right Management office location that is convenient to
Davoody. The payments detailed above in paragraphs 5 and 6 will be referred to
collectively as the “Settlement Sum,” and the parties hereto agree that the
Settlement Sum provides Davoody with full recompense for any and all claims for
severance payments, lost or unpaid wages, benefits, damages, interest, stock or
stock options, and any other claim related to Davoody’s employment or to the
separation of such employment.



7. Davoody agrees that he is not entitled to receive, and will not claim, any
additional right, benefit, payment or compensation, including but not limited
to, any claim for wages, benefits, damages, interest, attorneys fees and costs,
other than what is expressly set forth in Paragraph 6 above, and hereby
expressly waives any right to additional rights, benefits, payments or
compensation. Davoody further acknowledges that Mindspeed makes this Agreement
without any admission of liability, and agrees, to the extent permissible by
law, that he will not defame, disparage or make allegations against Mindspeed
with regard to the company, its prospects, market positions, products, product
roadmaps, executives and other employees, core technologies, or any other
aspect of its business, whether to the press, employees, customers, analysts,
investors or otherwise, based upon or relating to his employment with
Mindspeed. Davoody also acknowledges that his agreements in this paragraph are
material to Mindspeed, and should Davoody make such allegations during the
consideration of this agreement, Mindspeed shall have the right to summarily
withdraw this agreement in its entirety. For their part, the specific
Mindspeed executives aware of this Agreement, Raouf Halim, Brad Yates, and
Simon Biddiscombe, agree not to defame, disparage or make allegations against
Davoody, whether to the press, employees, customers, analysts, investors or
otherwise, based upon or relating to matters released herein, or furthermore to
knowingly allow other Mindspeed employees to defame or disparage Davoody.
Davoody should direct all prospective employment inquiries or requests for
employment references to either Raouf Halim or to Brad Yates.



8. In exchange for the Settlement Sum provided Davoody in paragraphs 5 and 6
above,




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Davoody agrees to, and by signing this Agreement does, waive and release all
claims (known and unknown) which he might otherwise have had against Mindspeed
and each of its past and present employees, officers, directors, agents,
representatives, attorneys, insurers, related entities, assigns, successors,
and predecessors of Mindspeed, and all persons acting by, through, under or in
concert with any of them (collectively, the “Releasees”), from any and all
charges, complaints, claims, liabilities, obligations, promises, agreements,
controversies, damages, actions, causes of action, suits, rights, demands,
costs, losses, debts and expenses (including back wages, and attorneys’ fees
and costs actually incurred) of any nature whatsoever, known or unknown,
suspected or unsuspected, including, but not limited to, rights arising out of
alleged violations of any contract, express or implied (including but not
limited to any contract of employment, partnership, independent contractor,
fiduciary, special or confidential relationship); any covenant of good faith
and fair dealing (express or implied); any tort, including fraud and deceit,
negligent misrepresentation, promise without intent to perform, conversion,
breach of fiduciary duty, defamation, libel, slander, invasion of privacy,
negligence, intentional or negligent infliction of emotional distress,
malicious prosecution, abuse of process, intentional or negligent interference
with prospective economic advantage, and conspiracy; any “wrongful discharge”
and “constructive discharge” claims; any claims relating to any breach of
public policy; any violations or breaches of corporate by-laws; any legal
restrictions on Mindspeed’s right to terminate employees or take other
employment actions; or any federal, state or other governmental statute,
regulation, or ordinance, including, without limitation: (1) Title VII of the
Civil Rights Act of 1964 (race, color, religion, sex and national origin
discrimination); (2) 42 U.S.C. §§ 1981 et seq. (discrimination); (3) 29 U.S.C.
§§ 621-634 (age discrimination); (4) the California Fair Employment and Housing
Act (discrimination in employment and/or housing, including race, color,
national origin, ancestry, physical or mental disability, medical condition,
marital status, sex, or age), Cal. Gov’t. Code §§ 12900 et seq.; (5) Executive
Order 11246 (race, color, religion, sex and national origin discrimination);
(6) Sections 503 and 504 of the Rehabilitation Act of 1973 (handicap
discrimination); (7) California Labor Code Sections 200, et seq. (claims for
wages, late payment of wages, vacation pay, penalties, etc.); (8) California
Industrial Welfare Commission Orders (minimum wage, overtime, etc.); (9) Labor
Code Sections 970, et seq. (misrepresentation of employment conditions); (10)
18 U.S.C. §§1513-1514A (retaliation); (11) Labor Code Sections 1050-1057 (false
statements); (12) Civil Code Sections 44 et seq. (libel and slander); (13)
Labor Code § 1050 (defamation); (14) California Labor Code Section 432.5
(agreement to illegal terms of employment); (15) the Family Medical Leave Act
and (16) the California Family Rights Act; (collectively “Claim” or “Claims”)
arising prior to the execution of this Agreement.



9. Davoody understands and expressly agrees that this release of claims extends
to all claims of every nature and kind, known or unknown, suspected or
unsuspected, past, present, or future, arising from or attributable to
Davoody’s employment with Mindspeed, up to and including the execution of this
Agreement. This includes claims that Davoody may have under any federal,
state, or local laws or regulations. Davoody expressly acknowledges that this
Agreement is intended to include all claims that Davoody does not know or
suspect to exist in his favor at the time of Davoody’s signature on the
agreement, and that this agreement will extinguish any such claims. This
release includes a waiver of any and all rights granted to




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Davoody under Section 1542 of the California Civil Code (or similar rights
granted under other federal, state, or local law or regulation) which reads as:





“A general release does not extend to claims which the
creditor does not know or suspect to exist in his
favor at the time of executing the release, which if
known by him must have materially affected his
settlement with the debtor.”


10. This Agreement contains all of the terms, promises, representations, and
understandings made between the parties. Davoody agrees that no promises,
representations, or inducements have been made to him which caused him to sign
this Agreement other than those which are expressly set forth above in
paragraphs 5 and 6 above.



11. Davoody understands that Mindspeed will have to include this Agreement in
certain SEC filings. Other than these SEC filings, Mindspeed represents and
agrees that, with the exception of any civil judicial action where disclosure
of this Agreement is ordered by the court, where required by a government
taxing authority, or where disclosure is compelled by law or government audit,
Mindspeed will keep the nature, terms and existence of the Agreement and the
Confidential Settlement Sum strictly confidential, and that Mindspeed has not
and will not disclose, discuss, or reveal any information concerning the
nature, terms and existence of the Agreement and the Confidential Settlement
Sum to any outside person, entity, or organization, except as may be required
by law. Davoody, for his part, represents and agrees that, with the exception
of any civil judicial action where disclosure of this Agreement is ordered by
the court, where required by a government taxing authority, or where disclosure
is compelled by law or government audit, or as a pre-condition of future
employment, he has and will keep the nature, terms and existence of the
Agreement and the Confidential Settlement Sum strictly confidential, and that
he has not and will not disclose, discuss, or reveal any information concerning
the nature, terms and existence of the Agreement and the Confidential
Settlement Sum to any other person, entity, or organization, except that
Davoody may disclose this information to his legal counsel, spouse, and
professional accountant. Davoody is to advise Brad Yates or Raouf Halim,
executives of Mindspeed, of any need to make the existence of this Agreement
known to a prospective employer, and he is to limit disclosure of the Agreement
only to its existence and not to its actual terms. Davoody is also to advise
Mindspeed of any request or demand for disclosure in any civil judicial action
immediately upon learning of it so Mindspeed will be afforded a full
opportunity to intervene, to object and to take any other action necessary to
protect the confidentiality of this Agreement and the Confidential Settlement
Sum.



12. Davoody acknowledges that he has been advised to carefully consider all of
the provisions in this Agreement before signing it. Davoody represents,
acknowledges and agrees that he has fully discussed all aspects of this
Agreement with his attorneys to the full extent he so desired; that Davoody has
carefully read and fully understands all of the provisions of this Agreement;
that Davoody has taken as much time as he needs for full consideration of this
Agreement; that Davoody fully understands that this Agreement releases all of
his claims, both known and unknown, against the Releasees; that Davoody is
voluntarily entering into this




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Agreement; and that Davoody has the capacity to enter into this Agreement.



13. Davoody understands that he has a period of twenty-one (21) days to review
and consider his release of his claims of age discrimination under the Age
Discrimination in Employment Act (“ADEA”) before signing the Agreement.
Davoody further understands that he may use as much or as little of this
twenty-one (21) day period as he wishes to prior to signing this Agreement.
Davoody also understands that after he signs this Agreement he is given seven
(7) days within which to revoke the portion of the agreement releasing his
claims under the ADEA. Such revocation, to be valid, must be in writing and
received by Mindspeed within the seven (7) day revocation period.



14. Davoody represents and acknowledges that in executing this Agreement, he
does not rely and has not relied upon any representation or statement not set
forth in this Agreement made by Mindspeed, the Releasees, or by any of their
agents, representatives, or attorneys with regard to the subject matter, basis
or effect of this Agreement.



15. This Agreement shall not in any way be construed as an admission by
Mindspeed that it has acted wrongfully with respect to Davoody or any other
person, or that Davoody or any other person has any rights whatsoever against
Mindspeed. Mindspeed specifically disclaims any liability to or wrongful acts
against Davoody or any other person, on the part of itself, its agents or its
employees, past or present. In the same way, his Agreement shall not in any
way be construed as an admission by Davoody that he acted wrongfully with
respect to Mindspeed or any other person, or that Mindspeed or any other person
has any rights whatsoever against Davoody. Davoody specifically disclaims any
liability to or wrongful acts against Mindspeed or any other person, on the
part of itself, its agents or its employees, past or present.



16. The provisions of this Agreement are severable, and if any part of it is
found to be unenforceable, the other paragraphs shall remain fully valid and
enforceable. This Agreement shall survive the termination of any arrangements
contained herein.



17. This Agreement is made and entered into in the State of California, and
shall in all respects be interpreted, enforced and governed by and under the
laws of the State of California.



18. This Agreement sets forth the entire agreement between the parties hereto,
and fully supersedes any and all prior agreements or understandings between the
parties hereto pertaining to the subject matter of this Agreement. This
Agreement may not be modified, waived, rescinded or amended in any manner,
except by a writing executed by all parties to the Agreement which clearly and
specifically modifies, waives, rescinds or amends this Agreement.



19. This Agreement shall be binding upon Davoody and Mindspeed, and upon their
respective heirs, successors, administrators, representatives, executors, and
assigns, and shall inure to the benefit of each respective party and the other
Releasees and their related heirs, entities, assigns, representatives, and
administrators.




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20. Davoody represents and warrants that he has not heretofore assigned or
otherwise transferred or subrogated, or purported to assign, transfer or
subrogate, to any person or entity, any Claim or portion thereof, or interest
therein he may have against the Releasees, and he agrees to assist the
Releasees in defending themselves from and against any and all liability, loss,
demands, claims, and damages incurred by the Releasees as the result of any
person or entity asserting any such right, assignment, transfer or subrogation.



21. This Agreement may be executed in one or more counterparts, any one of
which shall be deemed to be the original even if the others are not produced.



22. Each party has had the opportunity to revise, comment upon and redraft
this Agreement. Accordingly, it is agreed that no rule of construction shall
apply against any party or in favor of any party. This Agreement shall be
construed as if the parties jointly
prepared this Agreement, and any uncertainty or ambiguity shall not be
interpreted against any one party and in favor of the other.



23. The parties hereto, without further consideration, shall execute and
deliver such other documents and take such other action as may be necessary to
achieve the objectives of this Agreement.




     PLEASE READ CAREFULLY. THIS CONFIDENTIAL SETTLEMENT AGREEMENT AND GENERAL
RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.



	 	 	 	 	 
	Dated: July 1, 2004

	 	By:
	 	/s/ Harry Davoody
	

	 	 	 	
 
	

	 	 	 	Harry Davoody
	 
	 	 	 	 
	 	 	MINDSPEED,
INC.
 
	 	 	 
	Dated: July 1, 2004

	 	 	 	/s/ Raouf Halim
	 	 	
 
	

	 	 	 	Raouf Halim








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